Traveling across the infinite void of space, something has come to Earth. He crash lands outside of a Denver Colorado suburb disturbing the television watching of Owen Reece (AKA the Molecule Man) and his girlfriend Marsha Rosenberg (Volcana)'s television watching. When Owen looks out the window to see what's messing with the television reception they see giant debris flying through the city. Owen and Volcana both use their powers to try to contain the damage when Owen notices some being among the debris. When Marsha asks who the being is Owen is scared...

Half a world away, Professor Charles Xavier wakes up screaming the name of the Beyonder, alarming Moira MacTaggert and the members of the New Mutants who are with him in Scotland. Charles tries to get Moira to warn the X-Men in America, however she tells him not to strain himself after their recent ordeals[1]. However, he is desperate and uses his mental powers to warn someone, however the strain causes him to pass out. He manages to contact Captain America, who is on his way back to America following an adventure in England[2]. Realizing the potential threat that the Beyonder poses on Earth, he uses his Avengers priority card to get the pilots to divert the plane to Los Angeles. After explaining the situation to the upset passengers, Cap returns to the cockpit and thinks about his previous encounter with the Beyonder[3].

While back in Colorado, the Beyonder (having taken a form that is a composite of the heroes and villains he encountered on Battleworld) has been invited into the Reece residence. Owen welcomes him in and learns that the Beyonder comes seeking to understand the nature of their reality. Owen tries to explain the best way to understand the way this world works is through experience. The Beyonder decides to take this advice, and at Marsha's suggestion teleports away to Los Angeles, but not before Owen can suggest to him to take on a less conspicuous form.

At Charles Xavier's School for Gifted Youngsters, the X-Men Nightcrawler and Colossus meet with Magneto, having been summoned by Professor Xavier to deal with the Beyonder. As they are having a tense conversation Wolveine, Rogue, Shadowcat and Rachel Summers burst in through the window and attempt to attack Magneto. Colossus and Nightcrawler stop them and explain that Magneto has come as an ally not as an enemy. After explanations are made, Wolverine agrees to allow Magneto to accompany them, but he intends on watching him closely. With their jet damaged, the all pile into one of the Professor's limos and Magneto uses his magnetic powers to lift it into the air and carry them to LA.

The Beyonder, arrives in Hollywood in energy form and happens past the home of irate writer Stwart Cadwell. Drawn by Cadwell's angry phone call with his agent, where he berates the censorship he faces with his writing. When the Beyonder manifests in human form (appearing as the Molecule Man) he tells them that he desires to understand. He tells them that he is incomplete and wishes to know all, and shows them that he can do anything -- to show this he turns Cadwell's desk (and everything in it) into a pile of apples.

Elsewhere in LA, Magneto tracks down other members of the New Mutants who have been forced to fight in a mutant arena[4]. Magneto bursts through the arena, he tries to recover the New Mutants and their allies, however only Cannonball, Magik, Dazzler and Lila Cheney accompany them back. When try to convince the X-Men to go back for the others, Magneto tells them there is no time and they are on their way.

While back in Hollywood, Calder is amazed to learn of the Beyonders power and tells him that if he had power and asks to give him a display of desire by giving him some powers of his own. The Beyonder complies by transforming Cadwell's Shazam Award to transform into a lightning shaped sword. He is transformed into his ultimate dream come true: the super-powerful Thundersword. Smashing out of his apartment, Cadwell jumps on his flying steed Boromir, that materializes out of thin air and rides off to get revenge against those who have under minded his creativity. As he rides away, the Beyonder decides to follow along.

The X-Men are not far away when they witness Thundersword attacking the NBC studios. When Cadwell notices them, he attacks their car, totaling it. Wondering if this man is the Beyonder, Magneto sends Cannonball, Shadow Cat, Rogue and Nightcrawler after him but they are all knocked aside. Wolverine and Colossus stop Cannonball from harming people when he crashes through a McBurger restaurant. Inside, Thundersword uses his weapon to destroy the place, because he doesn't like the foot. It causes a grease-fire to spread to the nearby hotel forcing Rachel to use her telepathic powers to wake everyone inside and make them flee. As Captain America is taking a cab to the scene of the battle, the news reaches the headquarters of the West Coast Avengers. Present are Tony Stark and Jim Rhodes, Tony is at a crucial phase of his new armor and sends Jim to deal with the threat in his Iron Man armor.

Captain America arrives at the scene in the nick of time and saves a woman and child from the burning hotel. Working together with the X-Men, New Mutants, Dazzler, and Lila Cheney, Captain America manages to hold Thundersword at bay for Magneto to toss a number of cars at him. When Thundersword strikes the cars, he sends debris flying all over the area, one piece striking Lila in the head. As Rachel notices this, she also detects a powerful presence watching the battle, she reaches out with her mind and detects the Beyonder. Upon his discovery he makes himself visible to all. Taking interest in the New Mutants Magik, he reaches into her and brings out her Dark-Childe form. Horrified at having her full demonic form exposed to her friends, Illyana teleports away taking Shadow Cat, Dazzler, Rachel, and Cannonball with her.

Noticing that the kids have vanished, Wolverine rushes at the Beyonder in a fury, with the X-Men trying to stop him leaving Captain America to battle Thundersword alone. Wolverine slashes the Beyonder's face and stabs him in the gut with his Adamantium claws. The X-Men pull him off, and Lila, worried that the Beyonder might destroy them teleports them all away. This display distracts Captain America long enough for Thundersword to knock him down. However before he can kill Cap, Iron Man blasts him from behind and carries Cap away. Swooping back around, Captain America tosses his shield at Thundersword's arm, knocking his sword out of his hand. It changes back into his Shazam Award and Cadwell loses his amazing abilities.

The Beyonder by this point has realized that the only way to understand desire is to experience it for himself and as Cadwell begs him to restore his powers the Beyonder seemingly vanishes. When Cadwell breaks down into tears when he realizes what he has done, Captain America leaves him to Iron Man to turn over to the authorities and leaves the scene to resume his course back to New York, unaware that he is secretly being followed by the Beyonder.